Consequences of the Merger Sample Clauses

Consequences of the Merger. 8.1 Acquiring Company’s Capital Increase Amount, Swap Ratio, Merger Ratio and Nature and Nominal Value of the Acquired Company’s Shares to Be Allotted to Shareholders. According to the Expert Organization Report: Merger Ratio : 46.50% Swap Ratio : 0.32323 has been determined. The amount of Acquiring Company’s capital increase under the merger transaction and the total amount of Acquiring Company’s issued share capital resulting from the merger will be 230,091,850 Turkish lira and 430,091,850 Turkish lira, respectively. Under the merger transaction, Acquired Company’s shareholders outside Akiş REIT will receive 0.32323 units of Group B bearer stock of Akiş REIT at 1.00 Turkish lira par value, in exchange for each lot, comprising 100 shares of SAF REIT stock with a total of 1.00 (one) Turkish lira par value. As per the principles set above, if none of the shareholders who had cast opposing votes in the General Assembly meetings held regarding the Merger Parties and had their objections annotated in the minutes of the meetings choose to exercise their right to exit described in Articles 15 and 16 of this Merger Agreement, then the new shareholding structure of the Acquiring Company will be as follows following the merger: The new shareholding structure of the Acquiring Company after the merger might vary depending on how many exit rights have been exercised. SHAREHOLDER’S FULL NAME/TITLE SHAREHOLDING STRUCTURE Share Group Number of Shares Amount of Capital (Turkish lira) Share Ratio (%) Akkök Holding A.Ş. B 63,065,857.26 63,065,857.26 14.66 Xxx Xxxx Dinçkök A B 11,653,589.19 93,598,538.89 11,653,589.19 93,598,538.89 2.71 21.76 Nilüfer Dinçkök Çiftçi A B 7,769,059.46 24,236,848.98 7,769,059.46 24,236,848.98 1.81 5.64 Ömer Dinçkök B 22,321,661.34 22,321,661.34 5.19 Xxxx Xxx Dinçkök B 19,196,103.66 19,196,103.66 4.46 Sinpaş Gayrimenkul Yatırım Ortaklığı A.Ş. B 19,856,519.43 19,856,519.43 4.62 Xxxxx Xxxxx B 17,819,552.17 17,819,552.17 4.14 Other (Including the publicly held B 150,574,119.62 150,574,119.62 35.01 TOTAL 430,091,850.00 430,091,850.00 100.00 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Subject to the approval of the Capital Markets Board and the authorization of the Republic of Turkey Ministry of Customs and Trade, General Directorate of Domestic Trade, Article 8 of the Acquiring Company’s current Articles of Association, entitled “Capital and Shares,” Article 13 entitled “Board of Directors and Its Term,” and Article 15 entitled “Board of Directors Meet...
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Consequences of the Merger. 8.1. Acquiring Company’s Capital Increase Amount, Exchange Ratio, Merger Ratio and Nature and Nominal Value of the Acquired Company’s Shares to Be Allotted to Shareholders Exchange and Merger Ratios According to the Expert Organisation Report, the merger ratio is 95,08 % and the exchange ratio is 0,31512588.
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Consequences of the Merger. At the Effective Time, the Merger shall have the effect provided by applicable law, and the following consequences:
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Consequences of the Merger. At the Effective Time:
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Related to Consequences of the Merger

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effects of the Mergers The Mergers shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

  • Consequences of Default Upon the occurrence of any Event of Default, as defined in the Revenue Sharing Agreement:

  • Consequences of Breach Without prejudice to any rights that may be available to the Principal/Owner under law or the Contract or its established policies and laid down procedures, the Principal/Owner shall have the following rights in case of breach of this Integrity Pact by the Tenderer(s)/Contractor(s) and the Tenderer/ Contractor accepts and undertakes to respect and uphold the Principal/Owner’s absolute right:

  • Consequences of a Servicer Default If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American and HomeTown (the “Agreement”), at the Effective Time (as defined herein), HomeTown shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of HomeTown thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger will become effective on the date and at the time shown on the Articles of Merger required to be filed with the office of the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA, effecting the Merger (the “Effective Time”).

  • Consequences of Events of Default (i) If an Event of Default has occurred and is continuing, the interest rate on this Note shall increase immediately by an increment of an additional two hundred basis points, to the extent permitted by applicable law. Any increase of the interest rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph).

  • Consequences of Termination Upon the termination of this Agreement:

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

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